Summary

The process to participate in MOU 3 has commenced. In order to participate, eligible publishers must choose to opt in or opt out of the MOU 3 agreement by 11:59 PM (Eastern Time) on July 2, 2018 (“Opt-In Period”).

On November 10, 2009, the National Music Publishers’ Association (“NMPA”) entered into a Memorandum of Understanding (“MOU 1”). In April 2012, the parties agreed to extend similar arrangements through at least 2017 (“MOU 2”), and in October 2016, the parties agreed to further extend such arrangements through at least 2022 (“MOU 3”). MOU 3 extends the program (“Late Fee Program” or “Program”) whereby record companies and music publishers, including non-U.S. mechanical collecting societies, will work together to improve mechanical licensing practices and encourage prompt dispute resolution.

In exchange for waivers of Late Fees and releases from publishers that choose to participate (“Participating Publishers”), the major record companies (“Participating Record Companies”) will make bulk payments of “pending and unmatched” royalties (“P&U Royalties”) to be distributed to Participating Publishers. P&U Royalties are royalties due for the use of musical compositions that the Participating Record Companies have accrued but not paid due to a failure or inability to clear or obtain a license or to associate the royalties with a particular license or Publisher. The product covered by the Late Fee Program under MOU 3 includes CDs, full downloads, ringtones and certain other physical and digital product distributed in the United States, and is divided into two phases: “Group V, Phase A Product,” which is product released by a Participating Record Company in the years 2018 and 2019; and “Group V, Phase B Product,” released in the years 2020 through 2022.